1. Definitions and Interpretation:

1.1  The following terms shall have the following meaning:

“Applicable Data Protection Laws” means all worldwide data protection and privacy laws and regulations applicable to the personal data in question, and including, as applicable, (i) Regulation 2016/679 (General Data Protection Regulation) (the "EU GDPR"); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); (iii) any and all applicable national law made under or pursuant to (i) or (ii); (iv) the EU GDPR as it is saved and incorporated into UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (v) the Data Protection Act 2018; and (vi) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 as they continue to apply in the UK under section 2 of the European Union (Withdrawal) Act 2018, in each case as may be amended or superseded from time to time.

“Customer Data” means data and any other materials provided or otherwise made available to the Supplier by You or by GBG on Your behalf. This may include personal data of individuals such as Your employees and customers.

“Services” means the services provided by the Supplier that may, for certain services, contain, incorporate or utilise Supplier Data.

“Supplier” means IVXS UK Limited trading as ComplyAdvantage.

“Supplier Data” means any data provided to You by the Supplier (directly or via GBG) or held by the Supplier and used in the provision of the Services (including Personal Data where relevant).

We/Us/Our” means GBG or, where applicable, a GBG Group Company.

“You/Your” means the Customer/Client and any users.

1.2  Interpretation

(a) Except as expressly provided herein, words and expressions in these ComplyAdvantage Terms shall have the same meaning assigned to them in the Agreement.
(b) Save as may be expressly amended and varied as set out in these ComplyAdvantage Terms, the terms and conditions of, and attachments to, the Agreement shall remain in full force and effect and apply in relation to the subject matter of these ComplyAdvantage Terms.
(c) In the event of any conflict, ambiguity or inconsistency between the terms of the Agreement and these ComplyAdvantage Terms, these ComplyAdvantage Terms shall prevail.

2. Terms and Conditions

2.1 You acknowledge and agree that, Supplier Data is made available only for Your use as part of the Services and must not be made public by You unless required by applicable law. By making the Supplier Data public or using it other than for the purposes for which it is provided, You may be in breach of Applicable Data Protection Laws and/or any agreements with Us and/or the Supplier. You may only use the Services for the permitted purpose of, but not limited to anti-money laundering regulations, national security, crime prevention and detection, anti-fraud processes, asset recovery, asset reunification and pre-employment checks.

2.2 You acknowledge and agree that:
2.2.1 the Supplier gives no opinion and makes no recommendation in relation to persons appearing in the Supplier Data and/or the Services;
2.2.2 results derived from Your use of the Supplier Data and/or the Services should not be used to draw any automatic conclusion, or relied upon in isolation to make a decision, relating to any person flagged or not flagged in the course of Your use of the Supplier Data and/or the Services; and
2.2.3 all Customer Data provided to the Supplier shall comply in all respects, including in terms of its collection, storage and processing with Applicable Data Protection Laws, in particular in regard to providing applicable notices and/or obtaining consents from data subjects as required under the Applicable Data Protection Laws.

2.3 You acknowledge and agree that the Supplier or Us does not warrant that:
2.3.1 the supply of the Supplier Data and/or the Services will be free from interruption;
2.3.2 the Supplier Data and/or the Services are accurate, up to date, complete, reliable, useful, fit for purpose or timely;
2.3.3 the Supplier Data and/or the Services have been tested for use or suitability by You; or
2.3.4 the Supplier Data and/or the Services will meet any of Your statutory obligations.

2.4 In the event You identifies a mistake, inaccuracy, or inconsistency in the Supplier Data and/or the Services, You shall use reasonable efforts to notify Us of such mistake, inaccuracy, or inconsistency in a timely manner.

2.5 Where Supplier itself provides links from its website or Services contain links to other sites and resources provided by third parties, these links are provided for Your information only. The Supplier has no control over the availability or content of such other sites or resources and accepts no responsibility or liability for them or for any loss or damage that may arise from Your use of third-party sites or materials.

2.6 You understand and acknowledge that, the Supplier is always finding ways to improve the Services and add features and agrees that the Supplier may change the Services from time to time, provided that any such changes do not fundamentally alter the nature of the Services. You acknowledge that, You shall not resell the Services to any party without written approval from the Supplier.

2.7 You acknowledge that You shall ensure that the Supplier Data and the Services are kept secure and shall use appropriate security practices and systems applicable to the use of the Supplier Data and the Services to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Supplier Data and the Services. Such appropriate security practices shall not be of a standard lower than the steps that You take to protect the Customer Data or Confidential Information of a similar nature.

2.8 You shall not:
2.8.1 make any communication intended for the Supplier, including in relation to any support services and implementation, other than through Us, which shall itself provide all necessary support on the operation of the Services via Our products and services, other than for the Supplier’s provision of the support services and implementation;
2.8.2 use the Services in any way that does or may bring the Services or the Supplier into disrepute;
2.8.3 use the Services in a manner which is unlawful, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libellous, menacing or invasive of another person’s privacy;
2.8.4 use the Services in a manner which infringes the Intellectual Property Rights, proprietary or personal rights of any third party, including data subjects;
2.8.5 misuse the Services by introducing viruses, trojans, worms, logic bombs or other material which is technologically harmful;
2.8.6 attempt to gain unauthorised access to the Services, the server on which the Services are stored, or any server, computer or database connected to the Services;
2.8.7 attack the Services via a denial-of-service attack or a distributed or malicious denial-of service attack;
2.8.8 use the Supplier Data and/or Services in order to build a product or services which compete with the Services.
2.8.9 attempt to extract Supplier Data in bulk beyond what is authorised pursuant to this Agreement; or
2.8.10 use the Supplier Data and/or the Services for pre-employment screening, credit referencing or any other purpose that may constitute a “Consumer Report” in the Fair Credit Reporting Act 15 U.S.C. § 1681 (as amended from time to time); or
2.8.11 use the Supplier Data and/or the Services or release any Supplier Data and/or the Services to third parties, except as authorised in writing by the Supplier or as permitted under the Agreement.
Any such use would be considered a material breach of the Agreement.

2.9 You acknowledge that all Intellectual Property Rights in the Services and the Supplier Data belongs and shall continue to belong to the Supplier and You acquire no right or title to the Supplier Data or Services. Without limitation to the generality of the foregoing, You shall not reverse engineer, decompile, disassemble, modify, adapt, correct errors in or create derivative works from the Supplier’s Intellectual Property Rights in the Services and the Supplier Data.

2.10 You hereby grant the Supplier a non-transferable, non-exclusive, royalty free licence to process the Customer Data to enable the Supplier to provide the Services and carry out its obligations under the Agreement.